8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1933

April 2, 2002
Date of Report (date of earliest event reported)

Peregrine Systems, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 000-22209
(Commission File Number) 95-3773312
(I.R.S. Employer Identification Number)

3611 Valley Centre Drive
San Diego, CA 92130
(Address of principal executive offices)

(858) 481-5000
(Registrant's telephone number, including area code)

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)

Former Independent Auditors.

        The Audit Committee of our Board of Directors is responsible for selecting and reviewing the performance of our independent auditors. On April 2, 2002, our Audit Committee decided to terminate the engagement of Arthur Andersen LLP as our independent auditors and to engage KPMG LLP as our new independent auditors, effective immediately.

        The reports of Arthur Andersen LLP on our financial statements for our fiscal years ended March 31, 2000 and March 31, 2001 contained no adverse opinion or disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope, or accounting principles.

        In connection with the audits performed by Arthur Andersen LLP for fiscal 2000 and 2001 and during the period from April, 1, 2001 through April 2, 2002, there have been no disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope of procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused it to make reference to the subject matter of the disagreement(s) in its reports.

        We have provided a copy of the above disclosures to Arthur Andersen LLP and have requested that Arthur Andersen LLP furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated April 5, 2002 is filed as appendix 16.1 to this Form 8-K.

(b)

New Independent Auditors.

        As indicated above, effective April 2, 2002, we retained KPMG LLP to perform the annual audit of our financial statements for the fiscal year ended March 31, 2002. During fiscal 2000 and 2001 and during the period from April 1, 2001 through April 2, 2002, neither we nor anyone acting on our behalf consulted with KPMG LLP regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered on our financial statements, nor did we (or anyone acting on our behalf) consult with KPMG LLP regarding any other matter that was the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of Item 304 of Regulation S-K).

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits. The following exhibits are filed with this report.

Exhibit Number	Description
16.1	Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated April 5, 2002
99.1	Press Release, dated April 5, 2002

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

        Dated: April 5, 2002

PEREGRINE SYSTEMS, INC.
By:	/s/  MATTHEW C. GLESS Matthew C. Gless Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit Index	Description
16.1	Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated April 5, 2002
99.1	Press Release, dated April 5, 2002

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Exhibit Index

EX-16.1

Exhibit 16.1

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W. Washington, D.C. 20549

April 5, 2002

Dear Ladies and Gentlemen:

Re:  Peregrine Systems, Inc.

        We have read Item 4 included in the Form 8-K dated April 5, 2002 of Peregrine Systems, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein as they relate to Arthur Andersen LLP.

Very truly yours,

/s/  ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP

Copy to: Mr. Matthew C. Gless
Executive Vice President and
Chief Financial Officer
Peregrine Systems, Inc.

EX-99.1

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Exhibit 99.1

Investor Relations Contact:
Kate Patterson
Peregrine Systems, Inc.
(858) 794-7561
kate.patterson@peregrine.com

Media Relations Contacts:
MeeLin Nakata
Peregrine Systems, Inc.
(858) 720-5609
meelin.nakata@peregrine.com

Lou Harm
Burson-Marsteller
(212) 614-4967
lou_harm@nyc.bm.com

Peregrine Systems® Appoints KPMG as Independent Auditors

Fourth Quarter and Audited Fiscal Year-End Results to be Released on May 2

SAN DIEGO, April 5, 2002—Peregrine Systems, Inc. (NASDAQ: PRGN), a global Infrastructure Management software company, today announced that its Board of Directors has appointed KPMG as its independent auditors, effective immediately. The decision to replace Arthur Andersen LLP as the company's independent auditors was made after a thorough selection process that reviewed several firms, including Arthur Andersen.

        "Arthur Andersen has served as Peregrine's independent auditors since our initial public offering in 1997, and we have the highest regard for our audit team's work ethic and professionalism," said Steve Gardner, Peregrine's chairman and chief executive officer. "However, in light of the current uncertainties at Arthur Andersen, we felt it was in the best interest of our company and shareholders to retain KPMG as our independent auditors at this time."

        Fourth Quarter Earnings Release and Conference Call, Peregrine plans to release fourth quarter and audited fiscal year-end results after the market closes on May 2.

        Management will host a conference call to discuss these results on May 2 at 2:00 p.m. PDT (5:00 p.m. EDT). The call will be available via live webcast on the company's Web site at www.peregrine.com/investor or by dialing (212) 896-6064. A replay of the call will be available through May 16 by dialing (800) 633-8284 (domestic) or (858) 812-6440 (international), passcode 20505046. The call will also be archived on the company's Web site through June 6.

About Peregrine

        Founded in 1981, Peregrine provides Infrastructure Management solutions, which enable companies to achieve a state of frictionless business. Its solutions reduce costs, improve profitability and release capital, generating a lasting and measurable impact on the productivity of assets and people. Peregrine's software manages the entire lifecycle of an organization's assets, from IT equipment and fleets of vehicles to telecom and facility assets. In addition, its Employee Self Service solutions empower employees with anytime/anywhere access to these enterprise resources, services and knowledge—resulting in improved productivity and asset utilization.

BusinessWeek in 2001 named Peregrine as one of the 100 best performing IT companies. Headquartered in San Diego, Calif., Peregrine's customers include 92 percent of the Fortune 500 companies. For more information, visit Peregrine's Web site at www.peregrine.com.

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Peregrine Systems is a registered trademark of Peregrine Systems, Inc. All other trademarks are the property of their respective owners.

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Peregrine Systems® Appoints KPMG as Independent Auditors